Whistle Blower Policy

Whistle-Blower Policy
Orca Wave, LLC
CONFIDENTIAL
Not for use or disclosure outside ORCAWAVE except under prior written agreement. This is controlled electronically and any hard copy should be considered as uncontrolled except “Controlled” stamped.

Table of Contents

1. Purpose. 4
2. Scope. 4
3. Definitions 4
4. Guiding Principles 5
5. Procedure for Reporting and Dealing with Disclosures 5
6. Management Actions on False Disclosures. 6
7. Confidentiality. 6
8. Appeal/ Escalations 6

1. Purpose

Orca Wave is committed to the highest levels of ethics and integrity across all business functions/units. The purpose of this policy is to encourage Board of Directors, staff and others including suppliers of Orca Wave to report suspected or actual occurrence(s) of illegal, unethical, or inappropriate events (behaviors or practices) without retribution.

2. Scope
This policy applies to all the employees of Orca Wave including permanent, temporary and contractual(direct/indirect).
Wrongful conduct includes but are not limited to the following:

• Financial or non-financial malpractice – fraud, corruption, bribery, theft, money laundering
• Harassment, abuse and misinterpretation of power and authority
• Non-compliance with laws and regulations
• Any conduct that may be detrimental to the health and safety of an individual or the environment
• Discrimination based on age, religion, race, sexual orientation or disabilities
• Serious conflict of interest without disclosure
• Breach of Orca Wave bylaws, policies or internal controls, including the Information Security Policy

3. Definitions
Employee: means any individual who was or is an employee of ORCAWAVE whose status is permanent or contractual in nature on the date of commencement of their service in ORCAWAVE its venture partners or its subsidiaries or beneficiaries.
Whistle-blowing Policy: It may be defined as the person raising the concern against any wrongdoing unethical or improper practice seen or observed. An employee of the company, contractor of the company or the vendor or any stake holder can be a whistle blower.
Whistle-blower: A whistle-blower is an employee or a Director of the Company, on any vendor or internal or external stakeholder who reports incident(s) in relation to whistle blowing, which he or she has discretion to report anonymously or discreetly without his / her identity being revealed.
Whistle Officer / CISO: means an officer who is nominated/ appointed to conduct detailed investigation of the disclosure received from the whistle blower and recommend disciplinary action.
Whistle Committee: means a committee of persons who are nominated/appointed by the board of Directors, who in turn will conduct detailed investigation (directly or by way of an appointment of an Investigating Officer(s) of the disclosure received from the whistle blower and recommend disciplinary action.
Subject: means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during an investigation under this Policy.

4. Guiding Principles
To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, Orca Wave shall:
Ensure that the Whistle blower and/or the person processing the Protected Disclosure is not victimized for doing so
Treat victimization as a serious matter, including initiating disciplinary action on person/(s) indulging in victimization
Ensure complete confidentiality
Not attempt to conceal evidence of the Protected Disclosure
Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made
Provide an opportunity of being heard to the persons involved especially to the subject

5. Procedure for Reporting and Dealing with Disclosures
Any employee, contractor, vendor, service provider or any other party who finds any unfair practice or malpractice may make a written disclosure of the same to the whistle blower committee via email to any one of the members of the committee:
Changes to this committee, as applicable, will be updated from time to time in this policy.
If the employee is unwilling or unable to disclose in writing, he/she may approach the coordinator of the whistle blower committee directly or through his/her superior or any other employee.
The coordinator shall prepare a written summary of the employee’s disclosure and the Whistle-blower Officer / CISO / committee will take the necessary actions through investigations.
The Whistle blower officer/ CISO / committee shall have right to outline detailed procedure for an investigation.
The committee or the said officer, shall have right to call for any information/document and examination of any employee of Orca Wave or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
A report shall be prepared after completion of investigation and the committee shall consider the same. After considering the report, the committee shall determine the cause of action and may order for remedies as they deem fit.

6. Management Actions on False Disclosures
An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct shall be subject to disciplinary action, up to and including termination of employment, in accordance with Orca Wave rules, policies and procedures. Further this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure made by him and for legitimate reasons or cause under Orca Wave rules and policies.

7. Confidentiality
Orca Wave will treat all disclosures in a confidential and sensitive manner. The identity of the individual making the allegation will be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may require the individual making the disclosure to provide a statement as evidence.

8. Appeal/ Escalations
In case the aggrieved employee is not satisfied with the action taken by the CISO or Committee, he / she may prefer an appeal to the Managing Director or any member from the Board of Directors. The direction so passed by the Managing Director or Board of Directors shall be final and binding.

In case the Committee does not acknowledge the Complaint so made by the Complainant within 7 (seven) working days, he / she may escalate the Complaint to the Managing Director or Board of Directors. In case of such escalation, the CEO or Board of Directors shall remand the Complaint to the Committee to attend to it immediately and report its closure to the Managing Director or Board of Directors.